Deja Vue All Over Again?

There has been lots of ink expended this week on the AOL/Google deal, but there is one angle I haven't seen addressed -- the nature of the deal itself and the eerie feeling of deja vu it creates. Either memories are short or all is forgiven, but it now appears okay for the "do no evil" folks at Google to pony up $1 billion for a piece of a company that not too long ago paid a $500 million fine for cooking its books -- apparently, inflating ad sales was much easier than addressing a business model that was in freefall. Okay, I am sure AOL is in a different place now, chastened after a long fall from grace. It now has new management and only a few ongoing criminal complaints.

One thing that characterized the "old" AOL was its enormously complex advertising deals, written as much for publicity value as revenue potential, where few people truly understood the full scope of the deals, specifics of which dribbled out to the public over the course of many months. There was also a fondness to throw equity and options into the mix, just to make things sexier. The complexity of these deals made it impossible for outsiders to truly assess their value. They were often structured with complicated advertising swaps and credits that created a fertile environment for creative accounting.

Another characteristic of deals done by the "old" AOL was for AOL to inject itself into many aspects of a partner's business. That made these deals hard to terminate, because AOL had insinuated itself so deeply, and locked itself in with layers of contractual complexity on top. In addition, this deep embedment allowed AOL and its partners to make lots of noise about synergy, when in fact most of the "synergy" consisted of a laundry list of initiatives ranging from pointless to impractical.

Of course, Google did its deal with the "new" AOL, so I am sure there's no need to worry that AOL may be reverting to form, or that Google had the wool pulled over its eyes, or that AOL played the Microsoft card to perfection and its own advantage. Nope, Google now has the power and surely Google drove this deal and Google will be getting more than it is giving.

We also shouldn't forget who's running the show here. After all, Google bought a stake in AOL, not the other way around. So you won't be seeing graphical AOL ads on Google's pristine home page, and you won't have AOL salespeople selling Google, and you won't see Google hawking AOL memberships and TimeWarner magazine subscriptions. You also won't see contorted Google offerings designed primarily to prop up AOL subscriber numbers (remember when AOL tried to "fence off" the Internet to force its subscribers to only look at its preferred content). Most tellingly of all, you won't be seeing CD-ROM's emblazoned with the Google logo hitting every doorstep in America. Oh wait, here comes the mail now ...